GOVERNANCE COMMITTEE CHARTER

Transcription

1 CAYUGA COUNTY WATER & SEWER AUTHORITY GOVERNANCE COMMITTEE CHARTER APPROVED MAY, 2009

2 CAYUGA COUNTY WATER & SEWER AUTHORITY GOVERNANCE COMMITTEE CHARTER This Governance Committee Charter was adopted by the Board of Directors of the CAYUGA COUNTY WATER & SEWER AUTHORITY (CCWSA), a public benefit corporation established under the laws of the State of New York, on this 20 th day of May, Section 1: Purpose Pursuant to Article E, Section 1 of the Authority s by-laws, the Authority shall create a governance committee consisting of less than five members of the Authority. The committee shall serve in an advisory capacity only and not delegated any powers of the Authority. The purpose of the governance committee is to assist the Board by: a. Keeping the Board informed of current best practices in corporate governance; b. Reviewing corporate governance trends for their applicability to the CCSWA. c. Updating the CCSWA s corporate governance principles and governance practices; and d. Advising those responsible for appointing directors to the Board on the skills, qualities and professional or educational experiences necessary to be effective Board members. Section 2: Powers of the Governance Committee The Board of Directors has delegated to the governance committee the power and authority necessary to discharge its duties, including the rights to: a. Meet with and obtain any information it may require from authority staff. b. Obtain advice and assistance from in-house or outside counsel, accounting and other advisors as the committee deems necessary without fiscal implications.

3 c. With Board approval, solicit, at the Authority s expense, persons having special competencies, including legal, accounting or other consultants as the committee deems necessary to fulfill its responsibilities. The Governance Committee shall have the authority to negotiate the terms and conditions of any contractual relationship subject to the Board s adopted procurement guidelines as per Public Authorities Law Section 2879, and to present such contracts to Board for its approval. Section 3: Composition and Selection The membership of the committee shall be as set forth in accordance with and pursuant to Article E, Section 1 of the Authority s by-laws. The Governance Committee shall be comprised of (4) four independent members. The Governance Committee members shall be appointed by, and will serve at the discretion of the CCWSA s Board of Directors. The Board may designate one member of the Governance Committee as its Chair. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed and qualified. When feasible, the immediate past Governance Committee Chair will continue serving as a member of the Committee for at least one year to ensure an orderly transition. Governance Committee members shall be prohibited from being an employee of the Authority or an immediate family member of an employee of the Authority. In addition, Governance Committee members shall not engage in any private business transactions with the Authority or receive compensation from any private entity that has material business relationships with the authority, or be an immediate family member of an individual that engages in private business transactions with the Authority or receives compensation from an entity that has material business relationships with the Authority. Section 4: Committee Structure and Meetings The Governance Committee will meet a minimum of twice a year, with the expectation that additional meetings may be required to adequately

4 fulfill all the obligations and duties outlined in the charter. All committee members are expected to attend each meeting, in person or via telephone. Meeting agendas will be prepared for every meeting and provided to the Governance Committee members at least five days in advance of the scheduled meeting, along with the appropriate materials needed to make informed decisions. The Governance Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous consent. Where there is a question of independence or conflict of interest, a Board member shall abstain from voting. Minutes of these meetings are to be recorded. Section 5: Reports The Governance Committee shall: a. Report its actions and recommendations to the Board at the next regular meeting of the Board. b. Report to the Board, at least annually, regarding any proposed changes to the Governance Charter or the Governance guidelines. c. Provide a self-evaluation of the Governance Committee s functions on an annual basis. Section 6: Responsibilities To accomplish the objectives of good governance and accountability as outlined in Section 1 Purposes of the Committee. Section 7: Relationship to the Authority s Board The Board of Directors has delegated to the Governance Committee the responsibility to review, develop, draft, revise or oversee policies and practices for which the Governance Committee has specific expertise, as follows: a. Develop the Authority s governance practices. These practices should address transparency, independence, accountability, fiduciary responsibilities, and management oversight. b. Develop the competencies and personal attributes required of Directors to assist those authorized to appoint members to the Board in identifying qualified individuals.

5 In addition, the Governance Committee shall: a. Develop and recommend to the Board the number and structure of Committees to be created by the Board. b. Develop and provide recommendations to the Board regarding Board member education, including new member orientation and regularly scheduled board member training to be obtained from state-approved trainers. c. Develop and provide recommendations to the Board on performance evaluations, including coordination and oversight of such evaluations of the Board performance and senior management in the Authority s governance process. Section 8: Evaluation of the Authority s Policies The Governance Committee shall: a. Develop, review on a regular basis, and update as necessary the Authority s code of ethics and written policies as outlined in the enabling legislation. b. Develop and recommend to the Board any required revisions to the Authority s equal opportunity and affirmative action policies. c. Develop and recommend to the Board any required updates on the Authority written policies regarding procurement of goods and services, including policies relating to the disclosure of persons who attempt to influence the Authority s procurement process. d. Develop and recommend to the Board any required updates on the authority s written policies regarding the disposition of real and personal property. e. Develop and recommend to the Board any other policies or documents relating to the governance of the Authority, including rules and procedures for conducting the business of the Authority s Board, such as the Authority s by-laws. The Governance Committee will oversee the implementation and effectiveness of the by-laws and other governance documents and recommend modifications as needed.

6 Section 9: Other Responsibilities The Governance Committee shall: a. Annually review, assess and make necessary changes to the Governance Committee Charter and provide a self-evaluation of the Governance Committee.